Corporate Transparency Act Reporting Requirements and Unique Challenges for the Renewable Energy Sector

The Corporate Transparency Act (CTA), a new federal law that imposes reporting requirements on many businesses of all sizes, has flown under the radar for many entrepreneurs and business leaders. According to a recent Wall Street Journal article, a significant number of small businesses, in particular, are unaware of the CTA and its requirements.

Here, we shed light on some of the key aspects of the CTA, including who is covered and what deadlines apply, as well as discuss some of the unique compliance challenges that many operators and investors in the renewable energy sector face.

Applicability of the Corporate Transparency Act

The CTA, which came into effect on January 1, 2024, introduces a reporting requirement managed by the Financial Crimes Enforcement Network (FinCEN). This initiative aims to enhance FinCEN’s capabilities in combating financial crimes by collecting detailed information about Reporting Companies, Beneficial Owners, and Company Applicants. It applies to a broad spectrum of business entities, including corporations, limited liability companies (LLCs), and similar entities, regardless of their size. Entities formed or registered before January 1, 2024, have until January 1, 2025, to file an initial Beneficial Ownership Information (BOI) report. Meanwhile, those established or registered during 2024 are allotted 90 days post-formation or registration to comply.

It’s important to note that the CTA encompasses nearly all business entities operating within the U.S. The law specifies 23 exemptions, a number of which apply to larger institutions, such as banks and insurance companies. Therefore, many small to midsize privately held businesses find themselves within the scope of this law, highlighting the need for awareness and action to ensure compliance.

Compliance Requirements

The CTA mandates that Reporting Companies submit comprehensive information spanning three primary categories:

• Reporting Company Information: This includes fundamental details about the business entity, such as its legal name and tax identification number.
• Beneficial Ownership Information: This section aims to identify the Beneficial Owners of the business, covering individuals who either exercise substantial control over the company or own/control 25% or more of the ownership interests.
• Company Applicant(s) Information: This pertains to individuals involved in the business’s formation or registration, including the person who filed the document and the individual primarily responsible for overseeing the process.

Risks of Noncompliance

Failure to comply with the CTA’s reporting requirements can lead to severe penalties, underscoring the importance of adherence. Noncompliance can result in:

• Civil Penalties: Businesses can incur fines of $500 per day for ongoing violations.
• Criminal Penalties: Willful failure to report, updating reports inaccurately, or submitting false information can lead to imprisonment for up to two years and fines up to $10,000 per violation.

Unique Challenges for Renewable Energy

Renewable energy developers and investors often employ complex corporate structures, including the widespread use of Special Purpose Vehicles (SPVs), to facilitate project financing, limit liability, and manage tax obligations efficiently. These SPVs are typically standalone entities created for specific projects, meaning a single developer or investor could be involved with numerous SPVs at any given time. Under the CTA, each of these entities may be considered separate Reporting Companies, potentially leading to an extensive reporting burden.

Accordingly, renewable energy developers and investors should begin strategic planning to address their compliance needs under the CTA. This may involve consulting with legal counsel to understand their obligations and implementing robust internal processes to gather and report the required information.

Conclusion

The introduction of the CTA represents a significant compliance challenge for business owners, many of whom may not yet be aware of their new obligations. Given the substantial penalties for noncompliance, and the nature of the reporting requirements, it’s crucial for small business owners to familiarize themselves with the CTA’s requirements and take the necessary steps to ensure they address their obligations